U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10K-SB
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
                             SECURITIES ACT OF 1934

                     FOR THE PERIOD ENDED SEPTEMBER 30, 2004

                        COMMISSION FILE NUMBER 000-32001

                              BW ACQUISITION, INC.
                 (Name of Small Business Issuer in its Charter)

             NEVADA                                              94-3377540
(State or other jurisdiction of                               (I.R.S. Employer
 Incorporation or organization)                              Identification No.)

                2765 Wrondel Way, #1 Reno, NV             89502
            (Address of Principal Executive Office)    (Zip Code)

                               (760) 732-5868
                         (Issuers Telephone Number)

                  1000 G Street 2nd Floor, Sacramento, CA 95814
            ---------------------------------------------------------
          (Former name or former address, if changes since last report)

             Securities registered under Section 12(b) of the Act:
                                      None

             Securities registered under Section 12(g) of the Act:
                         Common Stock, $0.001 Par Value
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filings requirements for the past 90 days. Yes [X ] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to  the  best of  registrants  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to the Form 10-KSB. [ ]

State issuers revenues for its most recent fiscal year: $ 68,789. The  aggregate
market value of the voting and non-voting common equity held by  non-affiliates,
based upon the average bid and asked price of such common equity as of  December
31, 2003, [in the past 60 days], was approximately $ 0.00.

As of September 30, 2004,  there were 4,400,000  shares of common stock,  $0.001
par value, outstanding.
Traditional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>

                                TABLE OF CONTENTS

PART I

Item 1   Description of Business                                               3
Item 2   Description of Property                                               6

Item 3   Legal Proceeding                                                      6
Item 4   Submission of Matters to a Vote of Security Holders                   6

PART II

Item 5   Market for Common Equity and Other Shareholder Matters                6
Item 6   Managements Discussion and Analysis or Plan  of Operation             6
Item 7   Financial Statements                                                  7
Item 8   Changes In and Disagreements With Accountants                         7

PART III

Item 9   Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act                     8
Item 10  Executive Compensation                                                9
Item 11  Security Ownership of Certain Beneficial Owners and Management       10
Item 12  Certain Relationships and Related Transactions                       10
Item 13  Exhibits and Reports on Form 8-K                                     11

SIGNATURES                                                                    12

FINANCIAL STATEMENTS--INDEPENDENT AUDITORS REPORT

                                      2
<PAGE>

                                     PART I

This  report on Form  10-KSB  and  documents  incorporated  herein by  reference
contain    certain   forward-looking   statements  as  defined  by  the  Private
Securities  Litigation  Reform Act of 1995 which involve  substantial  risks and
uncertainties.  When  used in this  report  and in  other  reports  filed by the
Company, the forward-looking  statements are often identified by the use of such
terms and phrases  as  anticipates,  believes,  intends,  plans, expects, seeks,
scheduled, foreseeable future  and  similar  expressions.  Although the  Company
believes  the  understandings  and  assumptions  on  which  the  forward-looking
statements  in this  report  are  based  are  reasonable,  the  Companys  actual
results,  performance and achievements  could differ materially from the results
in, or implied by, these forward-looking statements.  Certain factors that could
cause or contribute to  such differences include  those discussed in Managements
Plan of Operations and elsewhere herein.

ITEM 1. DESCRIPTION OF BUSINESS

     BW Acquisition, Inc. (the Company) was  incorporated  under the laws of the
State of Nevada on October  12,  2000.  The  Company was formed to engage in any
lawful  corporate  undertaking,   including,  without  limitation,  mergers  and
acquisitions  with companies  selected by the management of the Company for such
business opportunities.

On  September  9,  2004,   BW Acquisition, Inc.  and    Univative Concepts, Inc.
(Univative)  entered  into a  Share  Exchange Agreement,  whereby BW Acquisition
acquired one hundred percent (100%)of all the outstanding shares of common stock
(Common  Stock) of Univative, in  exchange for  1,000,000 shares of common stock
of the Company. As a part of the transaction,the Company changed its fiscal year
end from December 31 to September 30. Its periodic filing in accordance with the
Securities  Exchange Act of 1934  is this  Form 10-KSB for the transition period
from January 1, 2004 to September 30, 2004.

After the September 9, 2004 Merger Agreement with Univative,  the Companys plan
was to continue the operations of Univative.

The  Company  targets what it  considers to be  unique  products  purchased on a
wholesale   price  structure and  sold  directly  through  the  Companys  retail
channels.

Some of the main product lines sold in the last year were:  the Zing shot, a toy
oriented towards the childrens market which  can shoot a round hoop up to  three
hundred feet; Instant summer, the  Companys proprietary instant tanning  lotion;


Mp3 Players; and a various array  of  costume  jewelry  and various  nutritional
products.

The  Company  has  been  in the developmental  stage since inception and has had
no operations until September 30, 2004   when it    entered    into the Exchange
agreement with Univative Concepts, Inc.

        On September 5, 2003, Roger E. Pawson,   made a cash payment to  certain
shareholders of the Company,    in the amount of seventeen thousand five hundred
dollars ($17,500) in exchange for 2,000,000 shares of   the Companys  restricted
Common Stock,  transferred   pursuant  to Section 4(1)  of the Securities Act of
1933, as   amended. These shares, representing a     controlling interest in the
Company, were   acquired from   the   existing    shareholder   of the Company,
specifically William F. Webster.

                                       3
<PAGE>

         The purpose of the transaction was to effect a change of control of the
Company to Mr. Pawson.   Subsequent to this transaction, William F. Webster, the
Companys Director and sole Officer, appointed Roger E. Pawson as  an  additional
Director.   Immediately  after  such appointment,   Mr. Webster  tendered    his
resignation,   which the Company then accepted,   leaving Mr. Pawson to serve as
the Companys sole Officer and Director.   On September 9, 2004  as  part of  the
exchange agreement with Univative David Funderburk,the sole officer and director
of Univative,was appointed as a director and Secretary Treasurer of the Company.

On September 24,2003 an additional 1,400,000 shares of stock were issued for the
acquisition of a Software license from  Chopin Venture Group, Inc. The  purchase
agreement required that the Company pay $50,000.00 for the license in   addition
to  the  1,400,000 shares  of stock issued.  The Company had six months from the
date of the contract to pay the $50,000.00. The  $50,000.00 was not paid  within
the  designated  time  period  and per the agreement with  Chopin Venture Group,
Inc. the  Company  forfeited  any  all rights to  the  software license  and the
1,400,000 shares that were issued by the Company remained issued and outstanding
as of September 24, 2003.

The Company has very limited  capital,  and it is unlikely that the Company will
be able to take  advantage  of more  than one  such  business opportunity. There
are  no  preliminary agreements or understandings  between the  Company and  any
of  its  affiliates,   or  any  lending  institution,   with respect to any loan
agreements.  The  Companys management  has  no plans to seek debt  financing  in
carrying  out its  business plan.

                                    The Business

           The Company targets what it considers to be unique products purchased
on a wholesale   price  structure and sold  directly through the Companys retail
channels which in the past have been through distributors, retail outlets,  QVC,
trade shows and swap meet distributors.

Product lines:

THE ZING SHOT

A toy oriented towards the childrens market which  can shoot a round hoop up to
three hundred feet.

INSTANT SUMMER

The  Companys proprietary instant tanning lotion. The product not only  tans the
skin but also nutritionally fortifies the skin as well as moisturizes the  skin.

MP3 PLAYERS

The  Company  purchased  MP3  players  directly  from the  manufacturer for sale
through the Companys retail channels.



A various array of costume jewelry and various nutritional products make up  the
balance of product sold.

                                 Marketing Concept

The Company seeks out unique product lines that are lower cost items targetedfor
Web site sales, swap meets, trade shows, QVC sales and independent distributors.
The Company purchases its product lines on a wholesale to below wholesale  price
level.


The Company procured the rights to distribute the Zing   Shot in California, and
Nevada directly from the Inventor\manufacturer.

The Zing Shot is a toy capable of shooting a soft ring up to three hundred  feet
in distance. Its market is typically children but  has found a niche with   many
adults as well. The Company was able to procure  distribution  rights  prior to
the product being available in the larger retail outlets which gave the  Company
a competitive edge.

To date the Company has sold the Zing Shot through its independent  distributors
and web site (www.zingshot.com).

The Company also sold its Instant Summer, an instant tanning lotion,which is the
Companys own formulation and own trade name; through  independent  distributors,
web site (www.tanmenow.com),QVC, swap meet  sales and wholesale sales to  retail
outlets.

                                    4
<PAGE>


The Company also sells numerous inexpensive items   such  as  costume   jewelry,
candles, and nutritional supplements through the same outlets sources.

The Company anticipates raising additional capital in the future to enable it to
expand its product lines and distribution outlets. As of the date of this report
there are no definitive plans in place for raising capital.

                                  Competition

There  are  numerous  companies  that  are  much  larger  and  have much greater
resources available. Competition for the type of  products the  Company sells is
very high.

The Company seeks out products that it feels are niche products; products  that
the market has not yet seen, such as the Zing shot, or products such as Instant
Summer, which is its own formulation.

Often  times the  Company  finds  that   certain  products  have  overwheleming
competition. Instant Summer has  competition  from  many  of the major cosmetic
lines with their own tanning solutions.   The Company has far less resources to
market its Instant Summer line than these larger cosmetic companies.

Because  of the  competitions  resources  the  Company has focused on its sales
outlets; namely independent distributors, Web site sales, trade shows and  QVC.

                                   Employees

During this reporting period  the  Company  has had no  employees. The Companys
officers  have  worked  without a  salary and intend to continue to do so until
such time the Company has the  ability to pay such salaries without hurting its
operations.   The  Company has  relied  heavily on  its outside consultant Stan
Windhorn who has been paid on a commission only basis.


<PAGE>


ITEM 2. DESCRIPTION OF PROPERTY

     The Company has invested $15,000 in a facility in Las Vegas Nevada which it
intends to use as a base of operations in the near future.       The property is
located at 3836 Hollycroft Drive, N. Las Vegas, NV 89081.  The Company currently
uses the  offices of Roger E. Pawson and David Funderburk,officers and directors
of the Company,  located in San Diego,California,  as  its  principal  place  of
business.   It also uses  the office of Stan Windhorn, an  outside   operational
consultant,  in Orange County for its inventory storage and sales.   The Company
uses these  offices at no cost to the Company with  the  exception  of the sales
office for which the Company pays limited expenses.

                                       5
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is no public trading market for the  Companys  common stock.  Holders
of common stock are entitled to receive such dividends as may be declared by the
companys board of directors. no dividends on the common stock  have been paid by
the company,  nor does the Company anticipate that dividends will be paid in the
foreseeable future.

                   Approximate Number of Common Stock Holders

As of September 30, 2004, we had 4,400,000  shares of common stock  outstanding,
held by approximately 40 shareholders.

     During the period  covered by this report the  Company has sold  securities
which were not registered, as follows:

                                                 Number
Date                    Name                     of Shares         Consideration
----                    ----                     ---------         -------------

September 9.2004        Univative Concepts, Inc. 1,000,000         Exchange

With  respect to the issuance of stock to Univative Concepts, Inc.  the  Company
relied on the Exchange agreement dated September 9, 2004 in which the    Company
exchanged 1,000,000 shares of its common stock for 100% of all of the shares  of
Univative, Inc.

ITEM 6. MANAGEMENTS  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS OR PLAN OF OPERATION

The  following  discussion  is intended to provide an  analysis of the  Companys
financial condition and Plan of Operation and should be read in conjunction with
the Companys  financial  statements and the notes  thereto set forth herein. The
matters  discussed in this section that are not historical or current facts deal
with potential  future  circumstances  and  developments.   The Companys  actual
results   could   differ   materially   from  the  results   discussed   in  the
forward-looking  statements.  Factors  that could  cause or  contribute  to such
differences include those discussed below.

PLAN OF OPERATION

The Companys revenues  for the year ended September 30, 2004 and   December  31,
2003, were respectively $68,789 and $0.

During the  year ended  Septmeber 30,  2004, the Company  incurred  expenses for
professional fees and inventory and operations of approximately $57,612.   These
costs  were   directly  related  to  the  Companys  operational  activities  and
professional fees. For the twelve months ended December  31,  2003,  the Company
had General and  administrative expenses of approximately $93.  At September 30,
2004, The Company had total assets of $57,306  and total liabilities of $0.  The
Company had  $7,261 in working  capital.  The  Company  expects to  continue  to
incur  losses at least through  fiscal year 2005,  and there can be no assurance
that the Company will achieve or maintain profitability,   generate  revenue  or
sustain future growth.


                                       6
<PAGE>

Liquidity and Capital Resources

At September 30, 2004, the  Companys  total  assets of  $57,306  exceeded  total
liabilities of $0. We had working capital of $7,261. The Company has  sufficient
capital to continue on its present course. However we  believe  that  additional
expansion capital   will need to be raised in the form of debt,  equity or  some
other financing to expand the Companys growth. In the event financing is  needed
in the future,  there can be no  assurance  that  it  will  be  available to the
Company in an amount and on terms acceptable to us.

Regardless of whether the  Companys  cash assets prove to be inadequate to  meet
the Companys  operational needs, the Company might seek to  compensate providers
of services by issuances  of stock in lieu of cash.  For  information  as to the
Companys  policy in regard to payment   for  consulting  services,  see  Certain
Relationships and Transactions.

ITEM 7. FINANCIAL STATEMENTS

     The audited financial statements for the Company are attached at the end of
this Form 10-KSB, following the Signatures.

ITEM 8. CHANGES  IN   AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
        FINANCIAL DISCLOSURE.

     On December 18, 2004, the Company elected to dismiss its former independent
auditor, Larry Legel, CPA  and  retained  Lawrence Scharfman & Co.,  CPA,  PA as
successor independent auditor.  There were  no  disagreements  with  the  former
auditor, nor did the Company consult with the successor auditor on accounting or
auditing issues prior to retaining the successor auditor.

ITEM 8A - CONTROLS AND PROCEDURES

The Companys officers and directors  have  concluded,  based  on  an  evaluation
conducted within 90 days prior to the filing date of this Annual Report on  Form
10-KSB, that the Companys  disclosure  controls and  procedures  have functioned
effectively so as to provide the officer the information necessary whether:

          (i) this Annual Report on Form 10-KSB contains any untrue statement of
     a material fact or  omits to  state a  material  fact necessary to make the
     statements made, in  light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this Annual
     Report on Form 10-KSB, and

          (ii)the financial statements, and other financial information included
     in this Annual Report  on Form  10-KSB,  fairly  present  in  all  material
     respects the financial condition,  results  of operations and cash flows of
     the Company as of, and for, the periods presented in this Annual  Report on
     Form 10-KSB.

     There have been no significant changes in the Companys   internal  controls
or in other factors since the date of the sole officer and directors  evaluation
that  could   significantly  affect  these  internal  controls,   including  any
corrective  actions  with  regards  to  significant  deficiencies  and  material
weaknesses.

                                        7
<PAGE>


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

     The Company has two directors and two officers as follows:

Name                   Age    Positions and Offices Held
----                   ---    --------------------------
Roger E. Pawson        52     President,  and Director
David Funderburk       52     Secretary, Chief Financial Officer, and Director

     Mr. Pawson  has served as a director of the Company since September 5,2003,
when he was appointed as the sole officer and director by William Webster,   the
prior sole officer and director who resigned on the same date; and will serve on
the board until the next annual meeting of the  shareholders  of the  Company or
until a  successor  is elected. Mr.  Funderburk  has  served as  a  director and
secretary, chief financial  officer since his  appointment on September 9, 2004.
There are no agreements or understandings for the officer and director to resign
at the request of another person,  and the  above-named  officer and director is
not acting on behalf of, nor will act at the direction of, any other person.

     Roger E. Pawson,   president,   secretary,   chief  financial   officer and
director.  In 1996,  Mr. Pawson was the President and Chief Executive Officer of
TLCO Software, Inc. and majority shareholder.   TLCO Softwares primary  business
at that time was the development of advanced  yet  user  friendly web  authoring
software using its proprietary code.  In  1997  TLCO  Software launched  the Web
Factory(TM) family of products,which included Web-Factory, Author,  Web-Factory,
Site Builder Web Factory, Professional Edition.          These products were the
foundation  of  TLCO  Softwares  expansion  into   Software  Publishing,   OEM &
Electronic Markets. Mr. Pawson subsequently sold his interest in the company  in
2001. Between 2001 and 2004, Mr. Pawson became the President and Chief Executive
Officer of  National  Developers, an  Arizona  based  development  company  that
specialized in the design and construction of custom homes, shopping  malls  and
strip centers. Mr. Pawson is presently an independent  business  consultant  and
advisor to various corporations.   Mr. Pawson  received a  Masters  in  Business
Studies degree from Leeds University in Yorkshire, England in 1971.


David Funderburk, secretary, chief financial officer and director.Mr. Funderburk
graduated from the University of San Diego with a Masters Degree and  began  his
business  career  analyzing a nd  developing  training  programs  for  the  U.S.
Government. He then began building custom homes in San Diego County as a general
contractor and owner of North County Domes, after which he became an independent
real estate consultant and investor.   Since 1984 he has  applied  his  study of
contract and business  law towards  developing  business strategies for clients.
Mr. Funderburk is currently the President of Perigee Holdings,Inc., a California
real estate development company. For the past year he has been the President and
secretary treasurer of Univative Concepts, Inc., a company   specializing in the
marketing and sales of unique product lines.

                                      8
<PAGE>

         On September 5, 2003, Roger E. Pawson, made   a cash payment to certain
shareholders of the Company,    in the amount of seventeen thousand five hundred
dollars ($17,500)  in  exchange for 2,000,000 shares of the Companys  restricted
Common Stock,   transferred pursuant to  Section 4(1) of  the  Securities Act of
1933, as amended.     These shares,  representing  a controlling interest in the
Company, were acquired from an existing shareholder of the Company, specifically
William F. Webster.

The purpose of the transaction was to effect a change of control of the  Company
to Mr. Pawson. Subsequent to this transaction, William F. Webster, the  Companys
Director and sole Officer,  appointed Roger E. Pawson as an additional Director.
Immediately after such appointment, Mr. Webster tendered his resignation,  which
the  Company  then  accepted,  leaving Mr. Pawson to serve as the Companys sole
Officer and Director.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section  16(a)  of  the  Exchange  Act   requires  the  Companys  officers,
directors  and persons who  beneficially  own  more ten percent of the  Companys
common  stock to file  reports  of  securities  ownership  and  changes  in such
ownership  with the  Securities  and  Exchange  Commission,  and to furnish  the
Company with copies of such reports.

ITEM 10. EXECUTIVE COMPENSATION.

     The Companys  officers and    directors  do  not receive  any  compensation
for their services rendered to the Company,  have not received such compensation
in the past,  and are not accruing any  compensation  pursuant to any  agreement
with the Company.    However,  Mr. Pawson and  Mr. Funderburk,  the officers and
directors of the Company, anticipate  receiving benefits as shareholders of  the
Company.  No retirement,pension,  profit  sharing,   stock option  or  insurance
programs or other similar programs  have  been  adopted  by  the Company for the
benefit of its employees.

                                      9
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  following  table sets forth each person  known by the  Company,  as of
September 30,  2004,  to be the  beneficial  owner of  five  percent  or more of
The Companys  Common Stock, the sole director  individually,  and all  directors
and officers of the Company as a group.

                                           Amount of
Name and Address                           Beneficial          Percentage
of Beneficial Owner                        Ownership           of Class
-------------------                        ---------           --------

Roger E. Pawson                            2,354,888           54%
502 N Santa Fe Ave, Room D
Vista, CA 92083-3617

David Funderburk                             500,000           11%
502 N Santa Fe Ave, Room D
Vista, CA 92083-3617

All Executive Officers and                 2,854,888           69%
Directors as a Group

     The Company  currently  has no non-voting  securities  or other  securities
outstanding.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.

                                      10
<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  EXHIBITS.  The following documents are filed herewith or have been included

as exhibits to previous filings with the Commission and are incorporated  herein
by this reference.

Exhibit No.    Description
-----------    -----------

3.1*           Articles of Incorporation
3.2*           Bylaws
27.1*          Financial Data Schedule
23.1           Consent of Independent Auditor
31.1           Certification of Chief Executive Officer
32.1           Certification of Chief Executive Officer


*Incorporated  by  reference  to the  Companys  Registration  Statement  on Form
10-SB, as amended,  originally  filed with the Commission under the Exchange Act
on November 21, 2000.

(b)  REPORTS ON FORM 8-K.

   On January 5, 2005 the Company filed an 8-k reflecting the change of control,
change of officers and directors, and change of accountants.

Item No.       Description
-----------    -----------
Item 4a,b      CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
Item 5.01      CHANGES IN CONTROL OF REGISTRANT
Item 5.02      DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
               DIRECTORS;
               APPOINTMENT OF PRINCIPAL OFFICERS
Item 9.01      Exhibit 16 (Accountants letter)

   On January 19, 2005 the Company filed an 8-k reflecting the Completion
of Acquisition, and change of officers and directors.

Item No.       Description
-----------    -----------
Item 2.01      COMPLETION OF ACQUISITION
Item 5.02      DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
               DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Item 9.01      Exhibit 2.1 Exchange Agreement

                                       11
<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                        BW ACQUISITION, INC.,
                                        A Nevada Corporation

                                        By:_____________/S/___________________
                                            Roger E. Pawson, President, and
                                                             Director

                                        By:_____________/S/___________________
                                            David Funderburk, Secretary,
                                                              Treasurer and
                                                              Director

                                        Date: January 19, 2005

                                        12
<PAGE>

                              BW ACQUISITION, INC.

                        (A DEVELOPMENT STAGE ENTERPRISE)


                          AUDITED FINANCIAL STATEMENTS

                             AS OF September 30, 2004


<PAGE>

                              BW ACQUISITION, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          AUDITED FINANCIAL STATEMENTS

                               September 30, 2004

                               TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

INDEPENDENT AUDITORS REPORT                                                1

BALANCE SHEET                                                              2

STATEMENT OF OPERATIONS                                                    3

STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY                                4

STATEMENT OF CASH FLOWS                                                    5

NOTES TO FINANCIAL STATEMENTS                                             6-8

                                      -i-
<PAGE>

                        Lawrence Scharfman & Co., CPA, PA
                             9608 Honey Bell Circle
                             Boynton Beach, FL 33437
                            (561) 733-0296 Telephone
                               (561) 740-0613 Fax


                          INDEPENDENT AUDITORS REPORT
                          ----------------------------

Board of Directors
BW Acquisition, Inc.
2765 Wrondel Way, #1
Reno, NV   89502

I have audited the accompanying balance sheet of BW Acquisition, INC. (A
DEVELOPMENT STAGE ENTERPRISE) as of September 30, 2004 and the related
statements of operations, changes in stockholders equity (deficiency),
and cash flows for the year in the period ended September 30, 2004.
These financial statements are the responsibility of the Companys
management. My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provide a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of September 30,
2004, and the results of its operations and its cash flows for the year in the
period ended September 30, 2004, in conformity with U.S. generally accepted
accounting principles.

/s/Lawrence Scharfman & Co, CPA, PA
Lawrence Scharfman & Co, CPA, PA

December 18, 2004
Boynton Beach, FL



                                        1

<PAGE>


                              BW ACQUISITION, INC.
                              --------------------

                                  BALANCE SHEET
                                  -------------

                        (A DEVELOPMENT STAGE ENTERPRISE)

                             AS OF September 30, 2004
                             -----------------------
<TABLE>

<CAPTION>
                                                                    SEPTEMBER 30,    December 31,
						                        2004             2003
                                                                    -----------      ------------
<S>                                                                 <C>              <C>
ASSETS
------

CURRENT ASSETS
  Cash in Bank                                                       $    7,261       $       0
  Inventory                                                          $   15,045       $       0
                                                                     ----------       ----------

TOTAL CURRENT ASSETS                                                     22,306               0

OTHER ASSETS
  Investments                                                            35,000               0
                                                                     ----------       ----------

TOTAL ASSETS                                                         $   57,306       $       0
                                                                     ==========       ==========


LIABILITIES AND STOCKHOLDERS EQUITY
------------------------------------

CURRENT LIABILITIES                                                  $      -0-       $       -0-
                                                                     ----------       ----------

TOTAL LIABILITIES                                                           -0-               -0-
                                                                     ----------       ----------


STOCKHOLDERS EQUITY
Paid in capital                                                           2,000            2,000
Common stock, $0.001 par value,                                      ----------       ----------
 25,000,000 shares authorized;
 4,400,000 shares issued and outstanding
Additional Paid in Capital                                               73,245            3,000
Accumulated (deficit) during the development stage                      (17,939)          (5,000)
                                                                     ----------       ----------

TOTAL STOCKHOLDERS EQUITY                                               57,306                0
                                                                     ----------       ----------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY                                                 $   57,306       $        0
                                                                     ==========       ==========

</TABLE>

              The accompanying notes are an integral part of these
                              financial statements

                                       -2-
<PAGE>

                              BW ACQUISITION, INC.
                              --------------------

                        (A DEVELOPMENT STAGE ENTERPRISE)

                             STATEMENT OF OPERATIONS
                             -----------------------

                                September 30, 2004
                   ------------------------------------------

<TABLE>
<CAPTION>
                               YEAR ENDED         YEAR ENDED      YEAR ENDED
                           September 30, 2004 DECEMBER 31, 2003 DECEMBER 31, 2002
                           ================= ================= =================
<S>                            <C>              <C>              <C>
INCOME
   Income                      $   68,789        $        0       $        0

COST OF GOODS SOLD                 24,116                 0                0
                               -----------       -----------      -----------
GROSS PROFIT                       44,673                 0                0
                               -----------       -----------      -----------

OPERATING EXPENSES
--------
   Advertising                        740                 0                0
   Bank Charges                       369                93              144
   Fees                               895                 0                0
   Office Expenses                 27,197                 0                0
   Postage                            797                 0                0
   Show Expense                     1,619                 0                0
   Subcontractors                  20,564                 0                0
   Travel                             899                 0                0
   Utilities                          357                 0                0
   Professional Services            4,175                 0              180
                               -----------       -----------      -----------
TOTAL OPERATING EXPENSES           57,612                93              324
                               -----------       -----------      -----------

Net Income (Loss)              $  (12,939)       $      (93)      $     (324)
                               ===========       ===========      ===========

Accumulated (Deficit) During
The Development Stage,
Beginning                          (5,000)           (4,907)          (4,583)
                               -----------       -----------      -----------

Accumulated (Deficit) During
The Development Stage,
Ending                            (17,939)           (5,000)          (4,907)
                               ===========       ===========      ===========

NET INCOME (LOSS) PER SHARE    $   (.0029)       $  (.00001)      $  (.00001)
                               ===========       ===========      ===========
Weighted average number of
 common shares outstanding      4,400,000         3,400,000        2,000,000
                               ===========       ===========      ===========

</TABLE>


              The accompanying notes are an integral part of these
                              financial statements

                                       -3-
<PAGE>


                              BW ACQUISITION, INC.
                              --------------------

                        (A DEVELOPMENT STAGE ENTERPRISE)

                  STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
                  --------------------------------------------


                               September 30, 2004
                   ------------------------------------------

<TABLE>
<CAPTION>
                        COMMON STOCK
                        ------------
                        NO PAR VALUE
                        ------------
                        NO. OF                    PAID IN    RETAINED
                        SHARES         AMOUNT     CAPITAL    EARNINGS     TOTAL
                        ------         ------     -------    --------     -----
<S>                    <C>            <C>        <C>        <C>         <C>
October 12, 2000
   initial issuance
   of shares            1,000,000      $1,000     $1,500                 $2,500

March 16, 2001
   Issuance of Shares   1,000,000      $1,000     $1,500                 $2,500

Stockholders Equity
December 31, 2002       2,000,000      $2,000     $3,000      $(4,907)  $    93
                        =========      ======     ======     ========   ========

September 24, 2003
   Issuance of Shares   1,400,000

September 30, 2004
   Issuance of Shares   1,000,000                 70,245

Net profit (loss)
   for period ended
   September 30, 2004                                         (12,939)  (12,939)
                        ---------      ------     ------     --------   --------


STOCKHOLDERS EQUITY
September 30, 2004       4,400,000      $2,000   $73,245     $(17,939) $(17,939)
                        =========      ======     ======     ========   ========
</TABLE>

                The accompany notes are an integral part of these
                              financial statements

                                       -4-
<PAGE>





                              BW ACQUISITION, INC.
                              --------------------

                        (A DEVELOPMENT STAGE ENTERPRISE)

                             STATEMENT OF CASH FLOWS
                             -----------------------

                               September 30, 2004
                   ------------------------------------------

<TABLE>
<CAPTION>


                                               YEAR ENDED       YEAR ENDED         YEAR ENDED
                                           September 30, 2004 DECEMBER 31, 2003 DECEMBER 31, 2002
                                           ================= ================= =================
<S>                                        <C>                 <C>              <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
   Net Income loss                          $  (12,939)         $     (93)       $     (324)
   Changes in assets and liabilities
       Increase in Inventory                   (15,045)                 0                 0

                                            -----------        -----------       -----------
      NET CASH USED BY OPERATING
      ACTIVITIES                               (27,984)               (93)             (324)
                                            -----------        -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of Investments                     (35,000)                 0                 0
                                            -----------        -----------       -----------

      NET CASH USED BY INVESTING
      ACTIVITIES                               (35,000)                 0                 0
                                            -----------        -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from sale of common stock           70,245                  0                 0
                                            -----------        -----------       -----------
Net cash flow provided by financing
  activities                                    70,245                  0                 0
                                            -----------        -----------       -----------

NET INCREASE (DECREASE) IN CASH                  7,261                (93)             (324)
                                            -----------        -----------       -----------

BEGINNING OF PERIOD Cash and equivalents             0                 93               417
                                            -----------        -----------       -----------
END OF PERIOD Cash and equivalents          $    7,261         $        0       $        93
                                            ===========        ===========       ==========

</TABLE>


              The accompanying notes are an integral part of these
                              financial statements

                                       -5-
<PAGE>

                              BW ACQUISITION, INC.
                              --------------------

                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                                September 30, 2004
                   ------------------------------------------

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS

BW Acquisition,  Inc. was incorporated  under the laws of the State of Nevada on
October 12, 2000.  Since its inception,  the Company has been in the development
stage and has conducted no business until the  Company entered into  an Exchange
agreement with Univative Concepts, Inc. on September 9, 2004.

At the organization of the Company,  25,000,000 $0.001 par value,  common shares
were authorized and 1,000,000 shares were issued.On March 16, 2001.An additional
1,000,000 shares were purchased for$1,000.00 by William Webster,the sole officer
and director of the Company at the time of purchase.

        On September 5, 2003, Roger E. Pawson,   made a cash payment to  certain
shareholders of the Company,    in the amount of seventeen thousand five hundred
dollars ($17,500) in exchange for 2,000,000 shares of   the Companys restricted
Common Stock,  transferred   pursuant  to Section 4(1)  of the Securities Act of
1933, as   amended. These shares, representing a     controlling interest in the
Company, were   acquired from   the   existing    shareholder   of the Company,
specifically William F. Webster.

         The purpose of the transaction was to effect a change of control of the
Company to Mr. Pawson.   Subsequent to this transaction, William F. Webster, the
Companys Director and sole Officer, appointed Roger E. Pawson as  an  additional
Director.   Immediately  after  such appointment,   Mr. Webster  tendered    his
resignation,   which the Company then accepted,   leaving Mr. Pawson to serve as
the Companys sole Officer and Director.

On September 24,2003 an additional 1,400,000 shares of stock were issued for the
acquisition of a Software license from  Chopin Venture Group, Inc. The  purchase
agreement required that the Company pay $50,000.00 for the license in   addition
to  the  1,400,000 shares  of stock issued.  The Company had six months from the
date of the contract to pay the $50,000.00.    Currently the Company has 0 funds
and must rely on a loan or raising capital     through a debt or equity means in
order to   fulfill  the agreement.  The  $50,000.00  was  not  paid  within  the
designated time period and and per the agreement with Chopin Venture Group, Inc.
the Company forfeited any  all rights to the software license  and the 1,400,000
shares that  were issued by  the Company  remained  issued and outstanding as of
September 24, 2003.

On  September  9,  2004,   BW Acquisition, Inc.  and    Univative Concepts, Inc.
(Univative)    entered  into a Share Exchange Agreement,  whereby BW Acquisition
acquired one hundred percent (100%)of all the outstanding shares of common stock
(Common  Stock) of Univative, in exchange for 1,000,000  shares of common  stock
of the Company.As a part of the transaction, the Company changed its fiscal year
end from December 31 to September 30.   On September 9, 2004  as   part  of  the
exchange agreement with Univative David Funderburk,the sole officer and director
of Univative,was appointed as a director and Secretary Treasurer of the Company.

After the September 9, 2004 Merger Agreement with Univative,  the Companys  plan
was to continue the operations of Univative.

The Company targets what it considers to be unique products which can  purchased
on a wholesale   price  structure and sold directly through the Companys  retail
channels

The company adopted the provisions of the Financial  Accounting  Standards Board
Statement Number 95 Statement of Cash Flow.

CASH AND CASH  EQUIVALENTS  - Cash and cash  equivalents  consist of cash,  bank
deposits and temporary cash  investments with a maturity of three months or less
when purchased.

OTHER SECURITIES - Other securities  consist of marketable  securities stated at
cost which approximates market.

INVENTORIES  -  Inventories  are  stated at lower of cost or  market,  with cost
generally determined on a first-in, first-out basis.

                                       -6-
<PAGE>

                              BW ACQUISITION, INC.
                              --------------------

                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                                September 30, 2004
                   ------------------------------------------

OTHER ASSETS - Other assets include  goodwill,  patents,  other  intangibles and
other  noncurrent  assets.  Goodwill is generally  amortized on a  straight-line
basis over 10 years.  Other items are  amortized on a  straight-line  basis over
their estimated economic lives.

USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America (GAAP) requires management to
make  estimates  and  assumptions  that  affect  the  reported  amounts  and the
disclosure of contingent amounts in the Companys  financial  statements and  the
accompanying notes. Actual results could differ from those estimates

EARNINGS PER SHARE
The basic (loss) per share is  calculated  by dividing the  Companys net income
available to common shareholders by the weighted average number of common shares
during the year.

The Company has no potentially dilutive securities outstanding at the end of the
statement  periods.  Therefore,  the  basic  and  diluted  (loss)  per share are
presented on the face of the statement of operations as the same number.

STOCK BASED COMPENSATION
The Company accounts for its stock based  compensation  based upon provisions in
SFAS No. 123, Accounting for Stock-Based  Compensation.  In this statement stock
based  compensation is divided into two general  categories,  based upon who the
stock receiver is, namely: employees/directors and non-employees/directors.  The
employees/directors  category is further divided based upon the particular stock
issuance plan, namely compensatory and non-compensatory.  The employee/directors
non-compensatory  securities  are  recorded at the sales price when the stock is
sold. The compensatory  stock is calculated and recorded at the securities fair
value at the time  the  stock is  given.  SFAS  123  also  provides  that  stock
compensation  paid to non-employees be recorded with a value which is based upon
the fair  value of the  services  rendered  or the  value  of the  stock  given,
whichever is more reliable. The common stock paid to non-employees was valued at
the value of the services rendered.

DEPRECIATION  -  Depreciation  of  property,  plant and  equipment  is generally
computed  on a  straight-line  basis over the  estimated  useful  lives of these
assets.  Furniture and equipment are recorded at cost and depreciated  over five
to seven years.

FAIR VALUE OF FINANCIAL STATEMENTS - The Companys financial instruments  consist
principally of cash, cash equivalents, accounts receivable and notes receivable,
accounts payable,  accrued expenses,  and notes payable. The carrying amounts of
such financial  instruments as reflected in the balance sheets approximate their
estimated  fair value as of September 30, 2004.  The estimated fair value is not
necessarily  indicative  of the amounts the Company  could  realize in a current
market exchange or of future earnings or cash flows.

                                      -7-
<PAGE>

                              BW ACQUISITION, INC.
                              --------------------

                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                                September 30, 2004
                   ------------------------------------------

REVENUE  RECOGNITION  - Revenue from product sales is recognized at the time the
sale is made on an accrual basis.

INCOME TAXES AND OTHER  MATTERS - The  year-end of the Company is December  31st
for both book and tax purposes. There is no deferred tax.

RELATED  PARTY  TRANSACTIONS  - The  Companys  sole  shareholder  is  also  the
President, Chief Financial Officer and Secretary, and its sole director.

The Company currently uses the offices of its shareholder,  officer and director
as its principal place of business at no cost to the Company.

THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most  recent  accounting  standards  SFAS  145-150 and
their effect on the Company.

SFAS 146 Accounting for Costs Associated with Exit or Disposal Activities

This statement  requires  companies to recognize  costs  associated with exit or
disposal  activities,  other than SFAS 143 costs,  when they are incurred rather
than at the date of a commitment to an exit or disposal plan.  Examples of these
costs are lease  termination  costs,  employee  severance costs  associated with
restructuring,  discontinued operation, plant closing, or other exit or disposal
activity. This statement is effective after December 15, 2002.

SFAS 147 Acquisitions of Certain  Financial  Institutions - an amendment of FASB
Statement No. 72 and 144 and FASB Interpretation No. 9.

This statement  makes the acquisition of financial  institutions  come under the
statements 141 and 142 instead of statement 72, 144 and FASB  Interpretation No.
9. This statement is applicable for acquisition on or after October 1, 2002.

SFAS 148 Accounting for Stock-Based Compensation - Transition and Disclosure

Amends FASB 123 to provide  alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.

SFAS 149  Amendment  of  Statement  133 on  Derivative  Instruments  and Hedging
Activities

This  Statement  amends and  clarifies  financial  accounting  and reporting for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts  (collectively  referred  to as  derivatives)  and for  hedging
activities under FASB Statement No. 133,  Accounting for Derivative  Instruments
and Hedging Activities.

SFAS 150 Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity

This  statement  requires that such  instruments be classified as liabilities in
the balance sheet. SFAS 150 is effective for financial  instruments entered into
or modified after May 31, 2003.

Interpretation No. 46 (FIN 46)

Effective  January 31, 2003, The Financial  Accounting  Standards Board requires
certain variable interest entities to be consolidated by the primary beneficiary
of  the  entity  if  the  equity  investors  in  the  entity  do  not  have  the
characteristics  of a continuing  financial  interest or do not have  sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial support from other parties. The Company has not invested
in any such entities, and does not expect to do so in the foreseeable future.

The adoption of these new  Statements is not expected to have a material  effect
on the Companys  current  financial  position,  results or operations,  or cash
flows.


                                       -8-
<PAGE>